DEF 14A of News Corp, Oct 4, 2023

DEF 14A of News Corp

Filed Oct 4, 2023 · FY20230001140361-23-046940

Open on EDGAR

  1. Board of Directors

    Board of Directors

  2. Board of Directors

    | (a) Mr. K.R. Murdoch is not standing for re-election at the Annual Meeting and will step down from the Board and as Executive Chair of the Company upon the election of Directors at the Annual Meeting. Following the Annual Meeting, Mr. K.R. Murdoch will serve as Chairman Emeritus of the Company and Mr. L.K. Murdoch will serve as sole Chair of the Board. |

  3. Board of Directors

    | (b) For more details on the Board’s leadership structure, including the role and responsibilities of the independent Lead Director, see “Corporate Governance Matters—Board Leadership Structure” beginning on page 12. |

  4. Executive Compensation Highlights

    Executive Compensation Highlights

  5. Executive Compensation Highlights

    | We Pay for Performance | | We Seek to Mitigate Compensation-Related Risk | | | ■ | Majority of our named executive officers’ (“NEOs”’) fiscal 2023 target compensation was “at risk,” variable and performance-based: ➤ 80% for the Executive Chair ➤ 82% for the CEO ➤ 76% for the Chief Financial Officer (“CFO”) ➤ 70% for the General Counsel | ■ | Annual compensation risk assessment | | | | ■ | Clawback policy for NEOs and certain other employees, which will be updated as required to comply with applicable Nasdaq listing rules | | | | ■ | Anti-hedging and anti-pledging policy applicable to all Directors and employees, including the NEOs | | ■ | 70% of equity compensation and two-thirds of target annual cash incentive compensation is tied to performance against pre-established, specific, measurable financial performance targets | ■ | Rigorous stock ownership guidelines for the CEO, CFO, General Counsel and Non-Executive Directors (as defined herein) | | ■ | Balanced mix of diversified long- and short-term performance metrics to incentivize and reward the achievement of multi-dimensional aspects of our operational and long-term business strategy | ■ | No guaranteed bonuses | | ■ | No “single trigger” cash severance or automatic vesting of equity awards based solely upon a change in control of the Company | ■ | Performance on ethics and compliance and other ESG objectives impacts payout of individual qualitative portion of annual cash incentive awards |

  6. Executive Compensation Highlights

    For additional information on our executive compensation, see the “Compensation Discussion and Analysis,” which begins on page 32, and the “Summary Compensation Table” and other related tables and disclosure in “Executive Compensation,” which begin on page 50. PROPOSAL NO. 1: ELECTION OF DIRECTORS Our Board has nominated seven Directors for election at this Annual Meeting to hold office until the next annual meeting or until their successors are duly elected and qualified. If, for any reason, any of the Director nominees become unavailable for election, the Directors may reduce the size of the Board or the proxy holders (as defined herein), to the extent permitted under SEC rules, will exercise discretion to vote for a substitute nominee proposed by the Board. The information with respect to principal occupation or employment, other affiliations and business experience was furnished to the Company by the respective Director nominees. The ages shown are as of October 4, 2023. Each of the Director nominees has indicated that he or she will be able to serve if elected and has agreed to do so. Mr. K.R. Murdoch is not standing for re-election at the Annual Meeting and will step down from the Board and as Executive Chair of the Company upon the election of Directors at the Annual Meeting. Following the Annual Meeting, Mr. K.R. Murdoch will serve as Chairman Emeritus of the Company and Mr. L.K. Murdoch will serve as sole Chair of the Board. In connection with Mr. K.R. Murdoch’s retirement, the size of the Board will be automatically reduced to seven Directors upon the election of Directors at the Annual Meeting. The Board thanks Mr. K.R. Murdoch for his service and contributions. The Board remains focused on Board succession planning. The Nominating and Corporate Governance Committee regularly reviews and evaluates Board composition, including its size and the qualifications, skills and characteristics represented in the current Board, and makes recommendations to the Board as appropriate.

  7. Executive Compensation Highlights

    | | Lachlan K. Murdoch, age 52 Co-Chair Director since: June 2013 Other Current Reporting Company Directorships: Fox Corporation (2019-present) | | Lachlan K. Murdoch has served as Co-Chair of the Company since 2014, and, following the Annual Meeting, will serve as sole Chair of the Board. He has been Executive Chair of Fox Corporation since 2019 and Chief Executive Officer since 2018. Mr. L.K. Murdoch served as Executive Chairman of the Company and Fox Corporation’s former parent, Twenty-First Century Fox, Inc. (“21st Century Fox”), a diversified global media and entertainment company from 2015 to 2019, its Co-Chairman from 2014 to 2015 and a Director from 1996 to 2019. He has served as Executive Chairman of Illyria Pty Ltd, a private company, since 2005, and served as Executive Chairman of NOVA Entertainment, an Australian media company, from 2009 to 2022. Mr. L.K. Murdoch was a Director of Ten Network Holdings Limited, an Australian media company, from 2010 to 2014 and its Non-Executive Chairman from 2012 to 2014, after serving as its Acting Chief Executive Officer from 2011 to 2012. Mr. L.K. Murdoch held a variety of roles at 21st Century Fox following joining in 1994, including serving as Deputy Chief Operating Officer from 2000 to 2005. Mr. L.K. Murdoch is the son of Mr. K.R. Murdoch, the Company’s Executive Chair who, following the Annual Meeting, will become Chairman Emeritus. | | | Mr. L.K. Murdoch brings to the Board a wealth of knowledge regarding the Company’s operations and the media industry, as well as management and strategic skills. With his extensive experience serving in several senior leadership positions within Fox Corporation and 21st Century Fox, and at various operating units within the Company, in particular as head of News Limited (now known as News Corp Australia) and the New York Post. Mr. L.K. Murdoch offers the Board strong leadership in developing global strategies and guiding the overall corporate agenda. | | | | Robert J. Thomson, age 62 Chief Executive Director since: June 2013 | | Robert J. Thomson has served as the Company’s Chief Executive since January 2013. He served as Editor-in-Chief of Dow Jones and Managing Editor of The Wall Street Journal from 2008 to 2012. Mr. Thomson previously served as Publisher of Dow Jones from 2007 to 2008, after serving as Editor of The Times of London from 2002 to 2007. Prior to that role, he was Managing Editor of the U.S. edition of the Financial Times. | | | Through his position as the Company’s Chief Executive, Mr. Thomson has an intimate knowledge of the Company’s operations. Mr. Thomson has extensive business, operational and international experience in the publishing industry through his career as a financial journalist, foreign correspondent and editor. Under his management and leadership, The Wall Street Journal was consistently one of the most innovative and successful newspapers in the U.S. and also greatly expanded its global reach through the digital initiatives of WSJ.com. As Managing Editor of the U.S. edition of the Financial Times, Mr. Thomson led its drive into the U.S. market, where sales trebled during his tenure. His keen understanding of the evolving U.S. and international markets in which the Company operates and his commitment to generating high quality content make him a valuable resource for the Board. | |

  8. Executive Compensation Highlights

    | | Kelly Ayotte, age 55 Independent Director Director since: April 2017 Committees: Compensation (Chair); Nominating and Corporate Governance Other Current Reporting Company Directorships: Blackstone Inc. (2019-present); Boston Properties, Inc. (2018-present) | | Kelly Ayotte served as a United States Senator for the State of New Hampshire from 2011 to 2017. While in the Senate, she served on the Armed Services, Budget, Commerce, Homeland Security and Governmental Affairs, and Small Business and Entrepreneurship Committees. Prior to her election to the Senate, Ms. Ayotte served as Chief of the Homicide Prosecution Unit and Deputy Attorney General of New Hampshire before being named New Hampshire’s first female Attorney General, in which role she served from 2004 until 2009. Ms. Ayotte serves on the Boards of Directors of Blackstone Inc., Boston Properties, Inc., BAE Systems, Inc., a defense contractor, and Blink Health LLC, a technology platform for prescription drugs, and was a Director of Caterpillar Inc. from 2017 to 2023 and Bloom Energy Corporation from 2017 to 2019. She also serves on an advisory board for Microsoft Corporation. | | | Ms. Ayotte brings to the Board strong leadership and strategic planning skills as well as in-depth knowledge in the areas of public policy, government and law. She offers valuable insights on private sector innovation from her service on the Senate Commerce Committee, including on its Subcommittee on Communications, Technology, Innovation and the Internet, as well as financial experience from her service on the Senate Budget Committee. | | | | José María Aznar, age 70 Independent Director Director since: June 2013 Committees: Audit; Nominating and Corporate Governance (Chair) | | José María Aznar has served as the President of the Foundation for Social Studies and Analysis, a political research and educational organization focused on Spain, since 1989. Mr. Aznar served as the President of Spain from 1996 to 2004. He was the Executive President of the Partido Popular of Spain from 1990 to 2004 and its Honorific President from 2004 to 2016, and also served on the State Council of Spain from 2005 to 2006. He is the President of el Instituto Atlántico de Gobierno, an organization for higher education that he founded in 2014. Mr. Aznar has been a Director of Afiniti, a developer of artificial intelligence systems, since 2016, and served as President of the Honorary Board of the Bussola Institute from 2017 to 2021. Mr. Aznar served as a Director of 21st Century Fox from 2006 until 2013. | | | Mr. Aznar, with his extensive experience, including serving as President of Spain, brings knowledge, expertise and an international perspective to the Board, providing valuable insight into political and governmental matters throughout the world. He has a unique and deep knowledge with respect to several countries in which the Company operates. Mr. Aznar was trained as a public accountant. | |

  9. Executive Compensation Highlights

    | | Natalie Bancroft, age 43 Independent Director Director since: June 2013 Committees: Compensation; Nominating and Corporate Governance | | Natalie Bancroft is a professionally trained opera singer, has studied journalism and is a graduate of L’Institut de Ribaupierre in Lausanne, Switzerland. From 2020 to 2022, Ms. Bancroft was a co-founder of SpoonFull LLC, a technology company focused on independent restaurant supply chains. Ms. Bancroft served as a Director of the California Ballet from 2019 to 2022 and the Pacific Arts Society, a non-profit performing arts company, from 2016 to 2021. Ms. Bancroft has a culturally diverse background, having lived across Europe, and speaks several languages fluently. Ms. Bancroft served as a Director of 21st Century Fox from 2007 until 2013. | | | Ms. Bancroft brings public company board and committee experience to the Board gained from her service as a current Director and member of both the Company’s Compensation and Nominating and Corporate Governance Committees, and as a former Director of 21st Century Fox and member of its Nominating and Corporate Governance Committee. Ms. Bancroft’s public company board and committee service and international experience add valuable perspective to the deliberations of the Board. | | | | Ana Paula Pessoa, age 56 Independent Director Director since: June 2013 Committees: Audit; Nominating and Corporate Governance Other Current Reporting Company Directorships: Cosan S.A. (2022-present); Suzano S.A. (2019-present) | | Ana Paula Pessoa has been a Partner of Kunumi Inteligencia Artificial SA (“Kunumi”), an artificial intelligence company in Brazil, since 2017; she also served as Chair from 2017 to 2022, a Director from 2017 to 2023 and Chief Strategy Officer from 2017 to 2019. She previously served as the Chief Financial Officer of the 2016 Olympic and Paralympic Summer Games in Rio de Janeiro from 2015 to 2017 and as a Partner at Brunswick Group, an international corporate communications firm, from 2012 to 2015. She founded Avanti SC, a strategic planning consulting firm, in 2000, and until 2015 was a partner in Black-Key Participações SA, which invested in digital start-up companies in Brazil, and Neemu Internet, an e-commerce technology firm. Ms. Pessoa previously served in numerous roles during her 18-year career at the Globo Organizations (“Globo”), a media group in South America, most recently as the Chief Financial Officer from 2001 to 2011 and New Business Director from 2008 to 2011 of Infoglobo, the newspaper, Internet and information services business of Globo. She also served as a Director of Globo’s subsidiaries including Valor Econômico, a financial newspaper in Brazil, and Zap Internet, an online classified ad service in Brazil, from 2001 to 2011 and as a Director of SPIX Macaw Internet SA, an online news distribution start-up company, from 2009 to 2011. Ms. Pessoa currently serves on the Boards of Directors of Suzano S.A. and Cosan S.A., in addition to several non-profit boards, and served as a Director of Vinci SA from 2015 to 2023 and Credit Suisse Group AG from 2018 to 2023. | | | Ms. Pessoa brings to the Board strong strategic leadership, business development and financial skills, including from her roles with Kunumi, the Olympic Games and Brunswick Group, as well as digital expertise through leading and investing in technology companies. Ms. Pessoa also contributes in-depth knowledge of the media industry, having gained extensive experience during her tenure at Globo with its newspaper, Internet, cable and satellite television and telecom operations. | |

  10. Executive Compensation Highlights

    | | Masroor Siddiqui, age 51 Independent Lead Director Director since: June 2013 Committees: Audit (Chair); Compensation | | Masroor Siddiqui is the Chief Executive Officer of Naya Capital Management UK Limited, an investment firm he co-founded in May 2012. He was previously a Partner at the Children’s Investment Fund Management (UK) LLP, a hedge fund, from 2009 to 2011 and a Managing Director at Canyon Partners, an investment firm, from 2006 to 2009. Mr. Siddiqui previously served as a Senior Vice President at Putnam Investments, where he was responsible for a broad range of investments. | | | Mr. Siddiqui has significant experience in finance and investing with a focus on media investments. He offers the Board valuable insights on global markets and industries relevant to the Company’s businesses. | |

  11. Executive Compensation Highlights

    | FOR | THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED ABOVE. |

  12. Executive Compensation Highlights

    The Company is committed to maintaining a strong ethical culture and robust governance practices that benefit the long-term interests of stockholders. Our Board regularly reviews and updates its compliance and training programs and corporate governance policies and practices in light of stockholder feedback, changes in applicable laws, regulations and stock exchange requirements and the evolving needs of the Company’s businesses. Our corporate governance practices include:

  13. Executive Compensation Highlights

    | Board Composition and Practices | ■ | Majority of independent Directors | | | | ■ | Independent Lead Director with robust responsibilities | | | | ■ | Executive sessions of independent Directors held at every regular Board meeting | | | | ■ | Annual Board and committee self-evaluations | | | | ■ | Director overboarding policy, with which all current Board members comply | | | Board Committees | ■ | Key standing Board Committees comprised solely of independent Directors | | | | ■ | Committees authorized to retain independent advisors | | | | ■ | All Audit Committee members are “audit committee financial experts” | | | | ■ | Compensation Committee oversees CEO succession planning process | | | Stockholder Rights and Engagement | ■ | Annual election of all Directors | | | | | ➤ | Majority vote standard and Director resignation policy in uncontested Director elections | | | ■ | Annual stockholder advisory vote to approve NEO compensation | | | | ■ | Active stockholder engagement program with our unaffiliated Class A and Class B stockholders that includes participation by independent Directors | | | | ■ | No stockholder rights plan (“poison pill”) | | | Strategy, Risk, Compliance and ESG Oversight | ■ | Board sets the strategic vision for the Company | | | | | ➤ | Annual review of long-term strategic plan and discussion of strategy at every regular meeting | | | ■ | Board oversees management’s identification and management of risk | | | | | ➤ | Involvement at both full Board and individual committee level | | | ■ | Audit Committee assists the Board in its oversight of the Global Compliance Program and the activities of the Company’s Compliance Steering Committee | | | | ■ | Board and its Committees oversee ESG matters | | | | | ➤ | Company’s goals, efforts and progress on such matters shared with stockholders through annual ESG report | | Equity and Compensation | ■ | Stock ownership guidelines for the CEO, CFO, General Counsel and Non-Executive Directors | | | | ■ | Prohibitions on hedging and pledging Company stock by Directors and employees, including the NEOs | | | | ■ | Clawback policy for executive officers and certain other employees, which will be updated as required to comply with applicable Nasdaq listing rules | |

  14. Stockholder Engagement

    | ■ | incorporated performance on ethics and compliance and other ESG goals as a negative-only factor in the determination of the payout of the qualitative portion of the NEOs’ annual cash incentive; |

  15. Board Committees

    | Compensation Committee | Primary Responsibilities ■ to review and approve goals and objectives relevant to the compensation of the CEO, evaluate the performance of the CEO and recommend to the Board the compensation of the CEO; ■ to consider, authorize and oversee the incentive compensation plans in which the Company’s executive officers participate and the Company’s equity-based plans, including the granting of awards thereunder; ■ to review and approve equity awards and other fixed and performance-based compensation, benefits and terms of employment of the executive officers and such other senior executives as identified by the Compensation Committee; ■ to review and approve employment and severance arrangements for executive officers, including employment, separation, change-in-control and similar agreements; ■ to review and approve or ratify principal terms of other employment and separation arrangements that meet certain criteria (e.g., exceed certain compensation thresholds) set by the Compensation Committee; ■ to review the recruitment, retention, compensation, termination and severance policies and other benefit plans for senior executives; ■ to review and assist with the development of executive succession plans and to consult with the CEO regarding the selection of senior executives; ■ to review annually the form and amount of compensation of Non-Executive Directors for service on the Board and its committees and to recommend changes to the Board as appropriate; ■ to review the Company’s compensation policies and practices for its employees to determine whether they create risks that are reasonably likely to have a material adverse effect on the Company; ■ to oversee engagement and communications with stockholders on executive compensation and human capital matters, and review and assess the results of stockholder votes on executive compensation matters, including the Company’s most recent advisory vote on executive compensation; ■ to approve the Company’s clawback policy, oversee its administration and review and revise the same from time to time as appropriate; and ■ to assist the Board, as necessary, in reviewing and assessing the Company’s risks, opportunities, strategies and policies related to human capital management, including with respect to matters such as diversity, equity and inclusion, health, safety and security, workforce engagement and culture, and talent development and retention. Independence The Board has determined that all of the members of the Compensation Committee are “non-employee directors” (within the meaning of Rule 16b-3 of the Exchange Act) and independent (in accordance with SEC rules and Nasdaq listing rules for directors and compensation committee members). Delegation Pursuant to its charter, the Compensation Committee may delegate its authority to one or more subcommittees, members of the Board or officers of the Company, to the extent permitted by law, when it deems appropriate and in the best interests of the Company. The Compensation Committee has delegated to Messrs. K.R. Murdoch and Thomson the authority to make awards of stock-based compensation within certain prescribed limits to eligible employees and other service providers who are not Section 16 officers or Directors of the Company. Any awards made by Messrs. K.R. Murdoch or Thomson pursuant to this authority are reported to the Compensation Committee on an annual basis. Further discussion of the processes and procedures for the consideration and determination of the compensation paid to the NEOs during fiscal 2023, including discussion of the role of compensation consultants, is found in the section titled “Compensation Discussion and Analysis” below. Report The Report of the Compensation Committee is set forth on page 49 of this proxy statement. | | Met 4 times in fiscal 2023 Members Kelly Ayotte (Chair) (beginning November 2022) Natalie Bancroft Masroor Siddiqui | |

  16. Director Compensation for the Fiscal Year Ended June 30, 2023

    Director Compensation for the Fiscal Year Ended June 30, 2023

  17. Director Compensation for the Fiscal Year Ended June 30, 2023

    | Name | Fees Earned or Paid in Cash | Stock Awards(a) | All Other Compensation | Total | | Lachlan K. Murdoch | $100,000 | $142,024 | $939,095(b) | $1,181,119 | | Kelly Ayotte(c) | $125,693 | $142,024 | $— | $267,717 | | José María Aznar(d) | $131,916 | $142,024 | $— | $273,940 | | Natalie Bancroft | $120,000 | $142,024 | $— | $262,024 | | Peter L. Barnes(e) | $69,375 | $49,159 | $— | $118,534 | | Ana Paula Pessoa | $125,000 | $142,024 | $— | $267,024 | | Masroor Siddiqui(f) | $168,247 | $142,024 | $— | $310,271 |

  18. Director Compensation for the Fiscal Year Ended June 30, 2023

    | (a) As the Company maintains a 52-53-week fiscal year ending on the Sunday nearest to June 30, each fiscal year may include three, four or five DSU Grant Dates. Fiscal 2023 included 52 weeks, and our Non-Executive Directors received three quarterly DSU grants during the fiscal year on October 3, 2022, January 3, 2023 and April 3, 2023. The amounts set forth in the “Stock Awards” column represent the aggregate grant date fair value of stock awards granted during fiscal 2023, including dividend equivalents granted on all outstanding unvested stock awards, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For additional information on how we account for equity-based compensation, see Note 13 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended June 30, 2023 filed with the SEC on August 15, 2023. The aggregate number of equity awards outstanding as of fiscal year end for each Non-Executive Director appears in the table on page 25. |

  19. Director Compensation for the Fiscal Year Ended June 30, 2023

    | (b) Represents certain security expenses provided to Mr. L.K. Murdoch, Co-Chair of the Company. These services are incremental to security arrangements provided at News Corporation business facilities. The Compensation Committee has approved these expenses as reasonable, necessary and for the benefit of the Company and its stockholders. |

  20. Director Compensation for the Fiscal Year Ended June 30, 2023

    | (c) Ms. Ayotte’s service as a member and the chair of the Compensation Committee began as of November 15, 2022. |

  21. Director Compensation for the Fiscal Year Ended June 30, 2023

    | (d) Mr. Aznar’s service as a member of the Audit Committee began as of November 15, 2022. |

  22. Director Compensation for the Fiscal Year Ended June 30, 2023

    | (e) Represents compensation for partial-year service as a Non-Executive Director; Mr. Barnes’ service as a Director ended as of November 15, 2022. |

  23. Director Compensation for the Fiscal Year Ended June 30, 2023

    | (f) Mr. Siddiqui’s service as chair of the Compensation Committee ended, and his service as the Lead Director and the chair of the Audit Committee began, as of November 15, 2022. |

  24. Compensation Philosophy

    | Drive Company Performance | • | Emphasizes variable, performance-based compensation | | | • | Includes a balance of short- and long-term compensation elements to motivate and reward superior performance without encouraging unnecessary and excessive risk-taking | | Align Pay with Performance | • | Based on a mix of performance metrics to hold executives accountable for Company and individual performance | | | • | Does not guarantee incentive compensation (bonuses or equity awards); payouts are determined based on achievement of rigorous performance targets | | Attract, Retain and Motivate Leadership Talent | • | Designed to be competitive to attract and retain the highest quality talent | | | • | Considers compensation practices and trends in relevant industries |

  25. Total Direct Compensation

    | Named Executive Officer | Base Salary | Target Annual Cash Incentive | Target Long-Term Equity Incentive | Total Direct Compensation | | K. Rupert Murdoch | $1,000,000 | $2,000,000 | $2,000,000 | $5,000,000 | | Robert J. Thomson | $3,000,000 | $5,000,000 | $9,000,000 | $17,000,000 | | Susan Panuccio | $1,540,000 | $2,250,000 | $2,500,000 | $6,290,000 | | David B. Pitofsky | $1,260,000 | $1,260,000 | $1,700,000 | $4,220,000 |

  26. Aligning Compensation with Company Performance

    | ** Consistent with the framework set in advance for the annual cash incentive program and the fiscal 2021-2023 PSUs, the Compensation Committee approved adjustments to performance metric calculations for purposes of determining payouts. These adjustments can result in either increases or decreases to achieved results and are intended to ensure that award payments reflect the underlying performance of the Company’s business and are not artificially inflated or deflated due to unusual events. Adjustments were made for gains or losses associated with the sale or purchase of property and/or businesses, litigation expenses, equity earnings, restructuring and impairment charges, currency fluctuations, other non-recurring or unusual items, and the tax impact and minority interest of the foregoing. The Compensation Committee reviews and approves all adjustments to ensure they are consistent with the Compensation Committee’s philosophy on executive pay. |

  27. Aligning Compensation with Company Performance

    stockholder return (“TSR”) relative to the individual companies comprising the S&P 1500 Media Index at the 50th percentile. The Company achieved $2.24, $2.760 billion and the 87.5th percentile, respectively, during the performance period, resulting in a 200.0% overall payout for the fiscal 2021-2023 PSUs. For more information, please see “—Named Executive Officer Compensation—Payout of Fiscal 2021-2023 PSUs.”

  28. NEO Compensation Program Practices

    | What We Do | | | • | Majority of compensation is “at risk” - variable, performance-based compensation comprises significant majority of NEO compensation | | • | Pay-for-performance philosophy - executive compensation is directly tied to Company and individual performance, with the majority of pay earned through the achievement of challenging goals aligned with Company strategy | | • | Multiple performance metrics - balanced mix of diversified performance metrics measured over short- and long-term time horizons to incentivize and reward the achievement of multiple dimensions of our operational and long-term business strategy | | • | Capped payouts of annual cash incentives and long-term equity incentives | | • | Incorporation of ESG performance in incentive compensation - performance on ethics and compliance and other ESG objectives directly impacts NEO annual cash incentive payouts | | • | Clawback policies provide for recoupment, under certain circumstances, of performance-based incentive compensation | | • | Stock ownership guidelines apply to the CEO, CFO, General Counsel and all Non-Executive Directors | | • | Annual compensation risk assessment to ensure that compensation program does not encourage excessive risk-taking | | • | Independent compensation consultant provides no other services to the Company | | • | Regular stockholder feedback through annual say-on-pay vote and robust ongoing engagement program |

  29. NEO Compensation Program Practices

    | What We Do Not Do | | | • | No guaranteed bonuses | | • | No targeting of specific percentiles versus peers in setting compensation levels | | • | No “single trigger” cash severance or automatic vesting of equity awards based solely upon a change in control of the Company | | • | NEO employment agreements do not contain enhanced severance in the event of a change in control | | • | No excise tax gross-ups or tax gross-ups on NEO perquisites | | • | No hedging or pledging of Company stock held directly or received as equity compensation by Directors or employees, including the NEOs | | • | No re-pricing of stock options or SARs without stockholder approval | | • | No payment of dividend equivalents unless and until underlying performance- or time-based equity awards vest | | • | No pension credit for years not worked; value of equity-based compensation not included in pension calculations |

  30. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant During fiscal 2023, the Compensation Committee continued to retain Frederic W. Cook & Co., Inc. (“FW Cook”) as an independent compensation consultant. FW Cook serves as an objective third-party advisor to the Compensation Committee on compensation matters, assessing the reasonableness of compensation levels in comparison with those of similarly situated companies and evaluating the effectiveness of the executive compensation program in supporting the Company’s strategic objectives. FW Cook reports directly to the Compensation Committee, which may replace the consultant or hire additional consultants at any time. In fiscal 2023, FW Cook supported the Compensation Committee by (i) attending Compensation Committee meetings; (ii) providing advice on the Company’s executive and Non-Executive Director compensation programs, incentive plan designs and compensation governance policies; (iii) preparing and presenting analyses on compensation levels, including competitive assessments of the Company’s practices and policies; (iv) evaluating the relationship between NEO pay and Company performance; and (v) assisting the Company in preparing compensation-related materials and disclosure as requested by the Compensation Committee. FW Cook provided no other services to and received no other fees or compensation from the Company. In June 2023, the Compensation Committee considered FW Cook’s independence and the existence of potential conflicts of interest with FW Cook, including by considering the factors prescribed by Nasdaq listing rules and SEC rules. Based on such evaluation, the Compensation Committee determined that no conflict of interest exists.

  31. Overview of Our Executive Compensation Program

    | Compensation Element | Key Features | | | How it Supports Our Compensation Philosophy | | | | | Base Salary | • | Provides a level of fixed pay appropriate to each executive’s role and responsibilities | | • | Comprises a small portion of Total Direct Compensation, consistent with the Company’s pay-for-performance philosophy | | | | | • | Reviewed annually by the Compensation Committee to ensure it remains appropriate | | • | Competitive salary is necessary to attract and retain executive talent | | | | Annual Cash Incentive | • | Two-thirds based on achievement of adjusted Total Segment EBITDA | | • | Directly ties a significant portion of incentive compensation to achievement of a measurable financial goal aligned to budget | | | | | • | One-third based on achievement of individual objectives | | • | Rewards and promotes accountability for individual performance, including on strategic goals and ethics and compliance and other ESG objectives | | | | Long-Term Equity Incentive | • | 70% awarded as PSUs | | • | Rewards long-term value creation based on achievement of specified performance targets | | | | | | ○ | Cliff vesting after three-year performance period | | | | | | | | ○ | Payout range of 0-200% of target | | | • | Aligns executives’ interests with the long-term interests of our stockholders | | | | ○ | Based on achievement on a balanced mix of metrics: | | | | | | | | | –40% on cumulative adjusted EPS | | | | | | | | | –40% on cumulative adjusted FCF | | | | | | | | | –20% on the Company’s relative TSR percentile* | | | | | | | | ○ | Tied to Company stock price | | | • | Helps retain executives over a longer horizon | | | • | 30% awarded as RSUs | | • | Supports talent attraction and retention by aligning to market practice | | | | | | ○ | Vest ratably over three years | | | | | | | | ○ | Tied to Company stock price | | | | |

  32. Overview of Our Executive Compensation Program

    | * Pursuant to terms of his employment agreement, at least $1,000,000 of Mr. Thomson’s aggregate long-term equity incentive target is to be solely based on the achievement of relative TSR. See also “—Payout of Fiscal 2021-2023 PSUs” and “—Grant of Fiscal 2023-2025 Long-Term Equity Incentive.” The balance of his long-term equity incentive is weighted as set forth in this table. |

  33. Performance-Based Incentive Compensation

    Performance-Based Incentive Compensation Consistent with the Company’s pay-for-performance philosophy, and to promote alignment with stockholders’ interests, the majority of each NEO’s compensation is paid via two performance-based incentive components: the annual cash incentive and the long-term equity incentive, awarded in the form of PSUs and RSUs. The Compensation Committee selects the performance metrics and sets the performance targets for both incentive components at the start of each performance period following the Board’s review of the Company’s annual budget and strategic plan. Performance targets are designed to be challenging yet reasonably achievable, in order to incentivize superior performance while maintaining focus on the Company’s long-term growth.

  34. Fiscal 2023 Annual Cash Incentives

    Fiscal 2023 Annual Cash Incentives The Compensation Committee approved a framework for the NEOs’ annual cash incentives for fiscal 2023 that included a mix of quantitative and qualitative factors designed to support the achievement of critical operating goals of the Company’s businesses, while also recognizing and rewarding the NEOs’ individual contributions. Annual cash incentive awards are based two-thirds on the achievement of adjusted Total Segment EBITDA, and one-third on a qualitative assessment of individual performance. Adjusted Total Segment EBITDA was selected as the financial performance metric because it is a key measure of Company profitability for which the NEOs have direct responsibility. In determining the qualitative portion of the annual cash incentive, the Compensation Committee considers each NEO’s individual contributions toward the strategic leadership of the Company. The Compensation Committee also considered, in determining whether any reduction to the fiscal 2023 annual cash incentive was warranted:

  35. Fiscal 2023 Annual Cash Incentives

    | ■ | management’s performance on ethics and compliance objectives, based on a recommendation from the Audit Committee; and |

  36. Fiscal 2023 Annual Cash Incentives

    | ■ | management’s performance on other ESG goals, based on a report from the Nominating and Corporate Governance Committee, which considered achievements in the categories of ESG governance, ESG communications, environment and sustainability, human capital, diversity, equity and inclusion, and philanthropy. |

  37. Fiscal 2023 Annual Cash Incentives

    Mr. K.R. Murdoch’s target annual cash incentive has remained unchanged since fiscal 2014 and Mr. Thomson’s target annual cash incentive has remained unchanged since fiscal 2019. The Board (in the case of Mr. Thomson) and the Compensation Committee (in the case of the other NEOs) approved the following target and maximum amounts for the fiscal 2023 annual cash incentives:

  38. Fiscal 2023 Annual Cash Incentives

    | | Fiscal 2023 Annual Cash Incentive | | | Named Executive Officer | Target | Maximum | | K. Rupert Murdoch | $2,000,000 | $4,000,000 | | Robert J. Thomson | $5,000,000 | $10,000,000 | | Susan Panuccio | $2,250,000 | $4,500,000 | | David B. Pitofsky | $1,260,000 | $2,520,000 |

  39. Fiscal 2023 Annual Cash Incentives

    For fiscal 2023, the Compensation Committee set a target range for adjusted Total Segment EBITDA of $1.644 to $1.818 billion, based on the Company’s annual budget and strategic plan. Consistent with its past practice, the Committee approved a target range, rather than a specific amount, to better maintain alignment of actual payouts with underlying performance. Performance within the target range results in a payout of 100% for the quantitative portion of the annual cash incentive; this payout is interpolated on a linear basis for performance that falls between the threshold level and the target range or between the target range and the maximum level. As set forth below, the Company’s actual adjusted Total Segment EBITDA performance resulted in a payout of 77.8% pursuant to the performance curve previously established by the Compensation Committee for fiscal 2023.

  40. Adjusted Total Segment EBITDA

    To calculate payouts of the NEOs’ fiscal 2023 annual cash incentives, the Compensation Committee determined that the Company’s adjusted Total Segment EBITDA was approximately $1.529 billion and, as a result, 77.8% of the quantitative portion of the annual cash incentives was achieved. In light of this achievement and the individual accomplishments described above, the Compensation Committee determined that the qualitative portion of the annual cash incentives were achieved in the amounts set forth below and approved fiscal 2023 annual cash incentive payouts for Mr. K.R. Murdoch, Ms. Panuccio and Mr. Pitofsky, and the Compensation Committee recommended and the Board approved the payout for Mr. Thomson, each as set forth below.

  41. Adjusted Total Segment EBITDA

    | | Fiscal 2023 Total Annual Cash Incentive | | | | | | | | | | | Quantitative Performance | | | Qualitative Performance | | | | | Named Executive Officer | Target | 2/3 of Target | Multiple | Subtotal A | 1/3 of Target | Multiple | Subtotal B | Total | | K. Rupert Murdoch | $2,000,000 | $1,333,333 | 77.8% | $1,037,333 | $666,667 | 150% | $1,000,000 | $2,037,333 | | Robert J. Thomson | $5,000,000 | $3,333,333 | 77.8% | $2,593,333 | $1,666,667 | 170% | $2,833,333 | $5,426,667 | | Susan Panuccio | $2,250,000 | $1,500,000 | 77.8% | $1,167,000 | $750,000 | 170% | $1,275,000 | $2,442,000 | | David B. Pitofsky | $1,260,000 | $840,000 | 77.8% | $653,520 | $420,000 | 160% | $672,000 | $1,325,520 |

  42. Grant of Fiscal 2023-2025 Long-Term Equity Incentive

    Grant of Fiscal 2023-2025 Long-Term Equity Incentive In August 2022, the Compensation Committee determined the target value of the fiscal 2023-2025 long-term equity incentive for each NEO, which was converted to a target number of units based on the closing price of the Company’s Class A Common Stock on August 12, 2022, the trading day immediately prior to August 15, 2022. Consistent with its past practice, the Compensation Committee determined to award a mix of performance- and time-based equity awards to the NEOs. The target value of the awards granted to Mr. K.R. Murdoch, Ms. Panuccio and Mr. Pitofsky was granted approximately 70% in the form of PSUs based on the metrics outlined below and approximately 30% in the form of RSUs. For the award granted to Mr. Thomson, $1,000,000, or 11%, of the target value was granted in the form of PSUs based solely on the achievement of relative TSR, in line with the terms of his employment agreement dated May 2019, as in effect during fiscal 2023 (which has been amended and restated effective July 1, 2023). The remaining $8,000,000, or 89%, in target value was granted approximately 70% in the form of PSUs based on the metrics outlined below and approximately 30% in the form of RSUs. The Compensation Committee believes granting a mix of time-based and performance-based equity awards serves to focus the NEOs on the Company’s long-term success, while encouraging retention and deterring excessive risk-taking. Payouts of the fiscal 2023-2025 PSUs will be determined based on the achievement of performance targets established by the Compensation Committee in August 2022 reflecting the Company’s long-range plan. The performance metrics and their respective weightings for the fiscal 2023-2025 PSUs are generally as follows:

  43. Grant of Fiscal 2023-2025 Long-Term Equity Incentive

    | ■ | 40% based on cumulative adjusted EPS; |

  44. Grant of Fiscal 2023-2025 Long-Term Equity Incentive

    | ■ | 40% based on cumulative adjusted FCF; and |

  45. Grant of Fiscal 2023-2025 Long-Term Equity Incentive

    | ■ | 20% based on the Company’s three-year TSR percentile relative to the individual companies comprising the S&P 1500 Media Index (with a target of 50th percentile and performance curve consistent with prior years—see, e.g., page 45). |

  46. Grant of Fiscal 2023-2025 Long-Term Equity Incentive

    After the end of the performance period, the Compensation Committee will evaluate the Company’s actual performance against the targets set by the Compensation Committee at the start of the period and determine payouts for the NEOs using the following formula: Final PSU awards will cliff vest on the August 15th following the completion of the three-fiscal-year performance period, subject generally to continued service through such date. RSUs granted to the NEOs will vest ratably in thirds on the first, second and third August 15th following the end of the fiscal year of grant, subject generally to continued service through such date. Equity awards granted to Ms. Panuccio and Mr. Pitofsky are settled net of taxes in shares of Class A Common Stock. Equity awards granted to Messrs. K.R. Murdoch and Thomson are settled net of taxes in cash rather than stock pursuant to the Company’s policy of settling Directors’ equity awards in cash to address certain requirements of the Australian Securities Exchange (the “ASX”). Accordingly, PSUs granted to the NEOs are fully at risk for financial performance during the three-year performance period and for stock price performance until their vesting date. RSUs granted to the NEOs are fully at risk for stock price performance until their respective vesting dates. The Compensation Committee approved the target values resulting in the corresponding target units set forth below for the NEOs’ fiscal 2023-2025 PSUs and RSUs.

  47. Grant of Fiscal 2023-2025 Long-Term Equity Incentive

    | | Fiscal 2023-2025 Long-Term Equity Incentive Awards | | | | | Named Executive Officer | Target Value | Target PSUs | RSUs | Total | | K. Rupert Murdoch | $2,000,000 | 74,350 | 31,863 | 106,213 | | Robert J. Thomson | $9,000,000 | 350,504 | 127,456 | 477,960 | | Susan Panuccio | $2,500,000 | 92,937 | 39,829 | 132,766 | | David B. Pitofsky | $1,700,000 | 63,197 | 27,084 | 90,281 |

  48. Grant of Fiscal 2023-2025 Long-Term Equity Incentive

    The NEOs receive dividend equivalents on earned PSUs and RSUs, in order to further align our executive compensation with total return to stockholders. Such dividend equivalents are represented by additional PSUs or RSUs, as applicable, are subject to the same performance- and/or time-based vesting conditions as the underlying PSUs or RSUs and are payable when, and only to the extent that, the underlying PSUs or RSUs vest.

  49. Payout of Fiscal 2021-2023 PSUs

    Payout of Fiscal 2021-2023 PSUs The payout of the fiscal 2021-2023 PSUs was based on the achievement of performance targets established by the Compensation Committee in November 2020 (although target award values were determined in August 2020) for the three-year performance period that ended on June 30, 2023. The performance metrics and their respective weightings were the same as those established for the fiscal 2023-2025 PSUs, as follows:

  50. Payout of Fiscal 2021-2023 PSUs

    | ■ | 40% based on cumulative adjusted EPS; |

  51. Payout of Fiscal 2021-2023 PSUs

    | ■ | 40% based on cumulative adjusted FCF; and |

  52. Payout of Fiscal 2021-2023 PSUs

    | ■ | 20% based on the Company’s three-year TSR percentile relative to the individual companies comprising the S&P 1500 Media Index. |

  53. Payout of Fiscal 2021-2023 PSUs

    For the cumulative adjusted EPS and cumulative adjusted FCF metrics, performance within the target range results in a payout of 100% for that metric; the payout is interpolated on a linear basis for performance that falls between the threshold level and the target range or between the target range and the maximum level. The Company’s actual performance versus the performance curve established by the Compensation Committee for each metric over the three-year performance period is set forth below: Based on such performance, the Compensation Committee determined the final payout multiplier on the fiscal 2021-2023 PSUs of 200.0%, as set forth below:

  54. Payout of Fiscal 2021-2023 PSUs

    | Metric | Metric Weighting | Target (Range) | Achieved | Payout Multiplier | | Cumulative adjusted EPS | 40% | $0.70 - $0.86 | $2.24 | 80.0% | | Cumulative adjusted FCF | 40% | $1.201 - $1.468 billion | $2.760 billion | 80.0% | | Relative TSR percentile | 20% | 50th | 87.5th | 40.0% | | | | | | 200.0% |

  55. Payout of Fiscal 2021-2023 PSUs

    The application of the payout multipliers to each NEO’s target shares resulted in vesting on August 15, 2023 as indicated below:

  56. Payout of Fiscal 2021-2023 PSUs

    | | Payout of Fiscal 2021-2023 PSUs | | | | Named Executive Officer | Target Shares* | Payout Multiplier | Final PSU Award | | K. Rupert Murdoch | 94,274 | 200.0% | 188,548 | | Robert J. Thomson** | 282,830 | 200.0% | 565,660 | | | 67,339 | 200.0% | 134,678 | | Susan Panuccio | 103,702 | 200.0% | 207,404 | | David B. Pitofsky | 65,991 | 200.0% | 131,982 |

  57. Payout of Fiscal 2021-2023 PSUs

    | * Includes dividend equivalents, which vested at the same time and were subject to the same payout multiplier as the underlying award. |

  58. Payout of Fiscal 2021-2023 PSUs

    | ** Pursuant to the terms of his employment agreement, $1,000,000, or 11%, of Mr. Thomson’s aggregate long-term equity incentive target was solely based on the achievement of relative TSR. After subtracting such amount, 70% of the balance of his long-term equity incentive was granted as PSUs that were weighted as set forth above. |

  59. Comparative Market Data and Industry Trends

    Comparative Market Data and Industry Trends The Compensation Committee considers compensation data and practices of a group of peer companies (the “Peer Group”), as well as current market trends and practices generally, in designing competitive and appropriate compensation packages for the NEOs. The Compensation Committee believes that a competitive executive compensation program is essential to attract and retain talented executives with the requisite skills and experience to successfully manage the Company’s businesses. The Compensation Committee considers both individual elements of compensation and total compensation of similarly situated executives at companies in the Peer Group. Given the Company’s diverse business portfolio, which is comprised of operating companies across multiple industries and markets, the Compensation Committee believes that strict “benchmarking” against the Peer Group does not provide a broad enough view for establishing executive compensation and it does not set compensation targets for the NEOs at a specific percentile of the Peer Group. The Compensation Committee, with advice from its independent compensation consultant, annually reviews the Peer Group and approves updates to its composition as necessary to better reflect the Company’s competitive landscape and account for any corporate changes and reorganizations among the Peer Group. The Company’s Peer Group is designed to include:

  60. Comparative Market Data and Industry Trends

    | ■ | Companies with significant content production operations, including online/digital, print and television; |

  61. Comparative Market Data and Industry Trends

    | ■ | Companies of comparable financial size (the Company’s revenue and market capitalization were at the 55th and 24th percentiles, respectively, among the fiscal 2023 Peer Group at the time of its selection in April 2022); |

  62. Comparative Market Data and Industry Trends

    | ■ | Competitors for key executive level talent; |

  63. Comparative Market Data and Industry Trends

    | ■ | Companies with a significant portion of revenue generated outside the United States; and |

  64. Comparative Market Data and Industry Trends

    | ■ | Companies within the same General Industry Classification Standards (GICS) code as the Company. |

  65. Comparative Market Data and Industry Trends

    In April 2022, the Compensation Committee reviewed the fiscal 2022 Peer Group with its independent compensation consultant and determined it remained appropriate for fiscal 2023, appropriately reflecting the Company’s business operations and financial size. In reviewing the Peer Group, the Compensation Committee also considers the companies identified as the Company’s peers by proxy advisory firms.

  66. Comparative Market Data and Industry Trends

    | Fiscal 2023 Peer Group | | | | | • | Booking Holdings Inc. | • | Nexstar Media Group, Inc. | | • | Daily Mail and General Trust plc | • | Omnicom Group Inc. | | • | DISH Network Corporation | • | Paramount Global | | • | FactSet Research Systems Inc. | • | Sirius XM Holdings Inc. | | • | Fox Corporation | • | TEGNA Inc. | | • | IAC Inc. | • | Thomson Reuters Corporation | | • | The Interpublic Group of Companies, Inc. | • | Warner Bros. Discovery, Inc. | | • | Liberty Global plc | • | Zillow Group, Inc. | | • | Netflix, Inc. | | |

  67. Comparative Market Data and Industry Trends

    In April 2023, the Compensation Committee reviewed the fiscal 2023 Peer Group with its independent compensation consultant and determined to remove Daily Mail and General Trust plc, which ceased to be publicly traded in 2022, from the fiscal 2024 Peer Group.

  68. Severance Arrangements

    Severance Arrangements Mr. Thomson, Ms. Panuccio and Mr. Pitofsky are each party to a negotiated employment agreement that provides for certain payments and benefits upon his or her separation from the Company. Mr. Thomson’s and Ms. Panuccio’s employment agreements were most recently amended and restated in May 2023 (effective as of July 1, 2023), as further described in the section titled “Executive Compensation—Potential Payments upon Termination.” Mr. K.R. Murdoch is party to a letter agreement that contains termination provisions relating to annual and long-term incentive awards. Such employment agreements and provisions relating to severance arrangements are more fully described under “Executive Compensation—Potential Payments upon Termination.” None of the NEOs’ employment agreements provides benefits that are triggered in whole or in part solely by a change in control of the Company (i.e., the agreements do not provide automatic single trigger benefits). The Company believes that providing appropriate severance benefits helps attract and retain highly qualified executives by mitigating the risks associated with leaving a previous employer and accepting a new position with the Company and by providing income continuity following an unexpected termination. These arrangements also allow the Company to protect its interests through confidentiality, non-competition and other restrictive covenants in the event of an executive’s termination.

  69. Prohibition on Hedging and Pledging of News Corporation Stock

    Prohibition on Hedging and Pledging of News Corporation Stock The Company prohibits all Directors and employees, including the NEOs, from engaging in short sales of the Company’s securities and investing in Company-based derivative securities, including options, warrants, stock appreciation rights or similar rights whose value is derived from the value of the Company’s common stock. This prohibition includes, but is not limited to, trading in Company-based put or call option contracts, straddles and similar instruments designed to offset the risks of ownership of the Company’s securities. However, holding and exercising employee stock options, RSUs or other equity-based awards granted under the Company’s equity compensation plans is not prohibited. Directors and employees, including the NEOs, are also prohibited from hedging or pledging any Company securities that they hold directly or have received as equity compensation. REPORT OF THE COMPENSATION COMMITTEE The Compensation Committee of the Board of Directors has reviewed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and discussed it with the Company’s management. Based on the Compensation Committee’s review and discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023. THE COMPENSATION COMMITTEE: Kelly Ayotte (Chair) Natalie Bancroft Masroor Siddiqui RISKS RELATED TO COMPENSATION POLICIES AND PRACTICES The Compensation Committee is responsible for reviewing the compensation policies and practices of the Company and its subsidiaries to determine whether they create risk-taking incentives that are reasonably likely to have a material adverse impact on the Company. At the direction of the Compensation Committee, members of senior management conducted a risk assessment involving the collection and review of information regarding pay practices and risk-mitigation factors at the Company. Following an analysis of the results of the risk assessment with the Compensation Committee, the Compensation Committee concluded that the risks arising from the Company’s compensation policies and practices for its employees are not reasonably likely to have a material adverse effect on the Company. The Company’s compensation programs include features designed to discourage undue risk-taking by employees, including significant management discretion and oversight, a balance of annual and long-term incentives for senior executives, the use of multiple performance metrics which are generally set at the beginning of the performance period, award opportunities that are fixed or capped and recoupment provisions for certain incentive compensation granted to the NEOs and certain other senior executives in the event of certain financial restatements or misconduct.

  70. Summary Compensation Table

    Summary Compensation Table The following table sets forth information with respect to total compensation for the Company’s NEOs for fiscal 2023, 2022 and 2021, respectively.

  71. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary(a) | Stock Awards(b) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings(c) | All Other Compensation(d) | Total | | K. Rupert Murdoch | 2023 | $1,000,000 | $2,210,125 | $2,037,333 | $— | $— | $5,247,458 | | Executive Chair | 2022 | $1,019,231 | $2,192,802 | $2,753,333 | $— | $505,942 | $6,471,308 | | | 2021 | $1,000,000 | $2,420,098 | $3,333,333 | $— | $— | $6,753,431 | | Robert J. Thomson | 2023 | $3,000,000 | $10,380,976 | $5,426,667 | $— | $469,649 | $19,277,292 | | Chief Executive Officer | 2022 | $3,057,692 | $8,031,023 | $8,133,333 | $— | $440,155 | $19,662,203 | | | 2021 | $3,000,000 | $9,113,642 | $10,000,000 | $523,259 | $387,944 | $23,024,845 | | Susan Panuccio | 2023 | $1,540,000 | $2,756,782 | $2,442,000 | $— | $274,264 | $7,013,046 | | Chief Financial Officer | 2022 | $1,426,923 | $2,403,339 | $3,153,333 | $— | $287,290 | $7,270,885 | | | 2021 | $1,400,000 | $2,645,584 | $3,666,667 | $186,496 | $161,627 | $8,060,374 | | David B. Pitofsky | 2023 | $1,260,000 | $1,874,244 | $1,325,520 | $— | $171,222 | $4,630,986 | | General Counsel | 2022 | $1,223,077 | $1,747,498 | $1,852,000 | $— | $164,529 | $4,987,104 | | | 2021 | $1,100,000 | $1,692,062 | $1,800,000 | $— | $101,575 | $4,693,637 |

  72. Summary Compensation Table

    | (a) The amounts reported in this column represent base salaries paid to each of the NEOs for the applicable fiscal year as provided for in each of their respective employment agreements or compensation arrangements. Fiscal 2023, fiscal 2022 and fiscal 2021 included 52, 53 and 52 weeks, respectively. |

  73. Summary Compensation Table

    | (b) The amounts set forth in the “Stock Awards” column represent the aggregate grant date fair value of stock awards granted during the applicable fiscal year calculated based on the probable outcome of performance conditions as of the date of grant in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. Assuming the maximum level of performance, the grant date fair value of the fiscal 2023-2025 stock awards would be: $3,808,048 for Mr. K.R. Murdoch; $18,319,002 for Mr. Thomson; $4,749,237 for Ms. Panuccio; and $3,228,693 for Mr. Pitofsky. The actual value, if any, the executives will realize for these awards is a function of the value of the underlying shares if and when these awards vest and the level of attainment of the applicable performance targets. Please see the “Grants of Plan-Based Awards Table” below for more information regarding the stock awards granted in fiscal 2023. For additional information on how we account for equity-based compensation, see Note 13 to our consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended June 30, 2023 filed with the SEC on August 15, 2023. |

  74. Summary Compensation Table

    | (c) In fiscal 2023, there was a decrease in pension value of $282,216 for Mr. Thomson and $151,391 for Ms. Panuccio. In fiscal 2022, there was a decrease in pension value of $1,262,674 for Mr. Thomson and $411,367 for Ms. Panuccio. As a result, a change of $0 is reported in this column in accordance with SEC rules. Changes in pension value as reported in the “Summary Compensation Table” are theoretical as these amounts are calculated pursuant to SEC requirements and are based on a retirement assumption of age 60 and other assumptions used in preparing our consolidated financial statements for fiscal 2023, fiscal 2022 and fiscal 2021. The change from year to year in actuarial present value for each NEO’s accumulated pension benefits under the applicable Company pension plans is subject to market volatility and may not represent, nor does it affect, the value that a NEO will actually accrue under the Company’s pension plans during any given fiscal year. Changes in pension value are denominated in British pounds sterling, and have been converted into U.S. dollars using the average exchange rate for the applicable fiscal year. There were no above-market earnings or preferential earnings on any compensation that was deferred pursuant to a nonqualified deferred compensation plan or on any other basis that is not tax-qualified. |

  75. Summary Compensation Table

    | (d) “All Other Compensation” paid in fiscal 2023 is calculated based on the aggregate incremental cost to the Company. To the extent the value of all perquisites and personal benefits did not exceed $10,000 in a given fiscal year for any NEO, such amounts are not disclosed below or in the table above as permitted under SEC rules. The amounts included in this column for fiscal 2023 comprise the following: |

  76. Summary Compensation Table

    | | K. Rupert Murdoch | Robert J. Thomson | Susan Panuccio | David B. Pitofsky | | Perquisites | | | | | | Tax planning services | $ — | $— | $16,075(1) | $— | | Other | | | | | | Company contributions to 401(k) plan | $— | $17,275 | $18,265 | $18,237 | | Company contributions to Restoration Plan | $— | $256,850 | $239,924 | $152,985 | | Life Insurance | $— | $195,524(2) | $— | $— | | Total | $— | $469,649 | $274,264 | $171,222 |

  77. Summary Compensation Table

    | (1) Represents tax planning services relating to Ms. Panuccio’s relocation from Australia to the United States in connection with her appointment as CFO. |

  78. Summary Compensation Table

    | (2) The life insurance premium provided to Mr. Thomson is a legacy benefit from his previous employment by 21st Century Fox in the U.K. in periods prior to the Separation. |

  79. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table sets forth information with respect to grants of plan-based awards to the NEOs during fiscal 2023.

  80. Grants of Plan-Based Awards Table

    | Name | Grant Date | Committee Action Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards | Grant Date Fair Value of Stock Awards(a) | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | K. Rupert Murdoch | | | $1,000,000 | $2,000,000 | $4,000,000 | | | | | | | | 8/15/2022(b) | 8/4/2022 | | | | 7,437 | 74,350 | 148,700 | | $1,548,413 | | | 8/15/2022(b) | 8/4/2022 | | | | | | | 31,863 | 599,980 | | | 10/14/2022(c) | | | | | 149 | 1,470 | 2,940 | | 24,397 | | | 10/14/2022(c) | | | | | | | | 402 | 6,074 | | | 4/13/2023(c) | | | | | 132 | 1,300 | 2,600 | | 25,113 | | | 4/13/2023(c) | | | | | | | | 356 | 6,148 | | | | | | | | | | | | $2,210,125 | | Robert J. Thomson | | | $2,500,000 | $5,000,000 | $10,000,000 | | | | | | | | 8/15/2022(b) | 8/4/2022 | | | | 29,741 | 297,397 | 594,794 | | $6,193,590 | | | 8/15/2022(b) | 8/4/2022 | | | | 26,555 | 53,107 | 106,214 | | 1,530,013 | | | 8/15/2022(b) | 8/4/2022 | | | | | | | 127,456 | 2,399,996 | | | 10/14/2022(c) | | | | | 491 | 4,895 | 9,790 | | 81,356 | | | 10/14/2022(c) | | | | | 527 | 1,050 | 2,100 | | 23,672 | | | 10/14/2022(c) | | | | | | | | 1,414 | 21,366 | | | 4/13/2023(c) | | | | | 434 | 4,327 | 8,654 | | 83,870 | | | 4/13/2023(c) | | | | | 466 | 928 | 1,856 | | 25,525 | | | 4/13/2023(c) | | | | | | | | 1,250 | 21,588 | | | | | | | | | | | | $10,380,976 | | Susan Panuccio | | | $1,125,000 | $2,250,000 | $4,500,000 | | | | | | | | 8/15/2022(b) | 8/4/2022 | | | | 9,295 | 92,937 | 185,874 | | $1,935,506 | | | 8/15/2022(b) | 8/4/2022 | | | | | | | 39,829 | 749,980 | | | 10/14/2022(c) | | | | | 171 | 1,690 | 3,380 | | 28,065 | | | 10/14/2022(c) | | | | | | | | 473 | 7,146 | | | 4/13/2023(c) | | | | | 151 | 1,493 | 2,986 | | 28,884 | | | 4/13/2023(c) | | | | | | | | 417 | 7,201 | | | | | | | | | | | | $2,756,782 | | David B. Pitofsky | | | $630,000 | $1,260,000 | $2,520,000 | | | | | | | | 8/15/2022(b) | 8/4/2022 | | | | 6,321 | 63,197 | 126,394 | | $1,316,141 | | | 8/15/2022(b) | 8/4/2022 | | | | | | | 27,084 | 509,992 | | | 10/14/2022(c) | | | | | 115 | 1,139 | 2,278 | | 18,876 | | | 10/14/2022(c) | | | | | | | | 323 | 4,881 | | | 4/13/2023(c) | | | | | 102 | 1,007 | 2,014 | | 19,432 | | | 4/13/2023(c) | | | | | | | | 285 | 4,922 | | | | | | | | | | | | $1,874,244 |

  81. Grants of Plan-Based Awards Table

    | (a) Reflects the right to receive the U.S. dollar value of shares of Class A Common Stock, other than for Ms. Panuccio and Mr. Pitofsky, who will receive shares of Class A Common Stock, that may be earned upon vesting of the PSUs and RSUs, assuming, in the case of PSUs, the achievement of target performance levels (i.e., 100% of target PSUs) during the applicable performance period. See “Compensation Discussion and Analysis—Named Executive Officer Compensation—Grant of Fiscal 2023-2025 Long-Term Equity Incentive” for a discussion of the performance metrics applicable to the fiscal 2023-2025 PSUs. |

  82. Grants of Plan-Based Awards Table

    | (b) Represents the fiscal 2023-2025 PSUs and RSUs. See “Compensation Discussion and Analysis—Named Executive Officer Compensation—Grant of Fiscal 2023-2025 Long-Term Equity Incentive.” |

  83. Grants of Plan-Based Awards Table

    | (c) Represents dividend equivalents accrued on the fiscal 2021-2023, fiscal 2022-2024 and fiscal 2023-2025 PSUs and RSUs. |

  84. Outstanding Equity Awards Table

    Outstanding Equity Awards Table The following table sets forth information with respect to each of the NEOs’ outstanding equity awards as of the end of fiscal 2023.

  85. Outstanding Equity Awards Table

    | Name | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested(a) | Market Value of Shares or Units of Stock That Have Not Vested(a)(b) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(c) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(b)(c) | | K. Rupert Murdoch | 251,638 | $4,906,941 | 136,044 | $2,652,858 | | Robert J. Thomson | 921,857 | $17,976,212 | 580,562 | $11,320,959 | | Susan Panuccio | 281,639 | $5,491,961 | 160,936 | $3,138,252 | | David B. Pitofsky | 182,719 | $3,563,021 | 112,596 | $2,195,622 |

  86. Outstanding Equity Awards Table

    | (a) Represents (i) cash-settled RSUs, other than for Ms. Panuccio and Mr. Pitofsky, who received stock-settled RSUs, granted as part of the fiscal 2021-2023, fiscal 2022-2024 and fiscal 2023-2025 RSU awards and dividend equivalents thereon; and (ii) cash-settled PSUs, other than for Ms. Panuccio and Mr. Pitofsky, who received stock-settled PSUs, granted as part of the fiscal 2021-2023 PSU award and dividends equivalents thereon, which were subject to a performance period ending on June 30, 2023 and remained subject to time-based vesting through August 15, 2023. The respective vesting dates for RSUs that have not yet vested as of the end of fiscal 2023 are set forth below: |

  87. Outstanding Equity Awards Table

    | Name | Number of RSUs That Have Not Vested | Vesting Date(4) | | K. Rupert Murdoch | 32,251(1) | Ratably on 8/15/2023, 8/15/2024 and 8/15/2025 | | | 17,368(2) | Ratably on 8/15/2023 and 8/15/2024 | | | 13,471(3) | On 8/15/2023 | | Robert J. Thomson | 129,008(1) | Ratably on 8/15/2023, 8/15/2024 and 8/15/2025 | | | 52,105(2) | Ratably on 8/15/2023 and 8/15/2024 | | | 40,406(3) | On 8/15/2023 | | Susan Panuccio | 40,313(1) | Ratably on 8/15/2023, 8/15/2024 and 8/15/2025 | | | 19,106(2) | Ratably on 8/15/2023 and 8/15/2024 | | | 14,816(3) | On 8/15/2023 | | David B. Pitofsky | 27,413(1) | Ratably on 8/15/2023, 8/15/2024 and 8/15/2025 | | | 13,894(2) | Ratably on 8/15/2023 and 8/15/2024 | | | 9,430(3) | On 8/15/2023 |

  88. Outstanding Equity Awards Table

    | (1) Represents the number of unvested, cash-settled RSUs, other than for Ms. Panuccio and Mr. Pitofsky, who received stock-settled RSUs, granted as part of the fiscal 2023-2025 RSU award, and dividend equivalents thereon. |

  89. Outstanding Equity Awards Table

    | (2) Represents the number of unvested, cash-settled RSUs, other than for Ms. Panuccio and Mr. Pitofsky, who received stock-settled RSUs, granted as part of the fiscal 2022-2024 RSU award, and dividend equivalents thereon. |

  90. Outstanding Equity Awards Table

    | (3) Represents the number of unvested, cash-settled RSUs, other than for Ms. Panuccio and Mr. Pitofsky, who received stock-settled RSUs, granted as part of the fiscal 2021-2023 RSU award, and dividend equivalents thereon. |

  91. Outstanding Equity Awards Table

    | (4) Underlying awarded units vest on the schedule shown with any associated accrued dividend equivalents vesting at the same time as the underlying RSUs to which they relate. |

  92. Outstanding Equity Awards Table

    | (b) Calculated using the closing price of the Company’s Class A Common Stock as reported on Nasdaq on June 30, 2023, the last trading day of fiscal 2023, of $19.50. |

  93. Outstanding Equity Awards Table

    | (c) Represents PSUs, including dividend equivalents accrued thereon, which remain subject to performance criteria and have not yet vested as of the end of fiscal 2023. In accordance with SEC guidance, the number of shares presented is based on the assumption that the PSUs will vest based on the achievement of the target performance level, based on the trending performance of the PSUs as of the end of fiscal 2023. The number of PSUs, if any, realized by the NEO will depend on the actual performance level achieved by the Company for the applicable performance period. The respective performance periods and vesting dates for PSUs that remain subject to performance criteria and have not yet vested as of the end of fiscal 2023 are set forth below: |

  94. Outstanding Equity Awards Table

    | Name | Number of PSUs That Have Not Vested | Performance Period | Vesting Date | | K. Rupert Murdoch | 75,255(1) | 7/1/2022 to 6/30/2025 | 8/15/2025 | | | 60,789(2) | 7/1/2021 to 6/30/2024 | 8/15/2024 | | Robert J. Thomson | 354,773(1) | 7/1/2022 to 6/30/2025 | 8/15/2025 | | | 225,789(2) | 7/1/2021 to 6/30/2024 | 8/15/2024 | | Susan Panuccio | 94,069(1) | 7/1/2022 to 6/30/2025 | 8/15/2025 | | | 66,867(2) | 7/1/2021 to 6/30/2024 | 8/15/2024 | | David B. Pitofsky | 63,966(1) | 7/1/2022 to 6/30/2025 | 8/15/2025 | | | 48,630(2) | 7/1/2021 to 6/30/2024 | 8/15/2024 |

  95. Outstanding Equity Awards Table

    | (1) Represents the target number of unvested, cash-settled PSUs, other than for Ms. Panuccio and Mr. Pitofsky, who received stock-settled PSUs, granted as part of the fiscal 2023-2025 PSU award, and dividend equivalents thereon. See “Compensation Discussion and Analysis—Named Executive Officer Compensation—Grant of Fiscal 2023-2025 Long-Term Equity Incentive” for details. |

  96. Outstanding Equity Awards Table

    | (2) Represents the target number of unvested, cash-settled PSUs, other than for Ms. Panuccio and Mr. Pitofsky, who received stock-settled PSUs, granted as part of the fiscal 2022-2024 PSU award, and dividend equivalents thereon. |

  97. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table sets forth information with respect to each vesting of stock, including PSUs and RSUs, for each of the NEOs during fiscal 2023.

  98. Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(a) | Value Realized on Vesting | | K. Rupert Murdoch | 284,045 | $5,348,567 | | Robert J. Thomson | 1,007,370 | $18,968,777 | | Susan Panuccio | 253,461 | $4,772,671 | | David B. Pitofsky | 199,683 | $3,760,031 |

  99. Option Exercises and Stock Vested Table

    | (a) Represents cash-settled PSUs and RSUs, other than for Ms. Panuccio and Mr. Pitofsky, who received stock-settled PSUs and RSUs, comprising the fiscal 2020-2022 PSU award and a portion of the fiscal 2022-2024 and fiscal 2021-2023 RSU awards, and dividend equivalents on such awards, all of which vested on August 15, 2022. |

  100. Pension Benefits Table

    Pension Benefits Table The following table sets forth information with respect to each Company defined benefit plan that provides payments in connection with retirement with respect to each of the NEOs at the end of fiscal 2023.

  101. Pension Benefits Table

    | Name(a) | Plan Name | Number of Years Credited Service(b) | Present Value of Accumulated Benefit(c) | Payments During Last Fiscal Year | | Robert J. Thomson | News International Pension and Life Assurance Plan for Senior Executives | 6 | $915,855 | — | | | News International Unapproved Pension and Life Assurance Plan | 6 | $630,438 | — | | | Employer-Financed Retirement Benefits Scheme | 5 | $1,360,368 | — | | Susan Panuccio | News International Pension and Life Assurance Plan for Senior Executives | 2 | $469,652 | — |

  102. Pension Benefits Table

    | (a) Neither Mr. K.R. Murdoch nor Mr. Pitofsky participates in the Company’s pension plans. |

  103. Pension Benefits Table

    | (b) Reflects years of credited service as of the time each respective plan was frozen to future benefit accruals. Mr. Thomson and Ms. Panuccio actually each have 21 years of service with the Company. |

  104. Pension Benefits Table

    | (c) Calculated assuming commencement of benefits at age 60, using a discount rate of 5.41% in the case of the Registered Plan (as defined below) and 5.35% in the case of the Supplementary Plan (as defined below) and the EFRBS (as defined below), with a retail price index inflation assumption of 3.50% and a mortality assumption of SAPS with a 1.25% per annum long-term rate of improvement. Pension and retirement benefits are denominated in British pounds sterling, and have been converted into U.S. dollars using the spot exchange rate as of June 30, 2023, the last trading day of fiscal 2023, which was 1 USD = 0.7872 GBP, as reported on Bloomberg. |

  105. Description of Pension Benefits

    Description of Pension Benefits Mr. Thomson and Ms. Panuccio have pension benefits from Company-sponsored plans that were earned in connection with their employment in periods prior to the Separation by News International and News UK, divisions of the Company which at the time were divisions of the Company’s former parent. The News International Pension and Life Assurance Plan for Senior Executives (the “Registered Plan”) provides select U.K. executives with pension benefits for services rendered. The Registered Plan was frozen to additional future benefits effective March 31, 2011 and benefits are determined using formulas that were based on the period of employment through such date. The applicable formula for Mr. Thomson and Ms. Panuccio was an annual benefit accrual of 1/45th of pensionable salary (limited to the pension salary cap where applicable) and is payable at age 60 in the form of a member annuity plus a 50% survivor annuity. The benefit at retirement is adjusted annually in payment for inflation as measured by the lesser of the change in the consumer price index or retail price index, subject to a cap of 5%. Mr. Thomson also has an accrued benefit in the News International Unapproved Pension and Life Assurance Plan (the “Supplementary Plan”). The Supplementary Plan is a non-registered plan that provides benefits that were not available in the Registered Plan as a result of the application of the U.K. statutory earnings cap and was also frozen to additional future benefits effective March 31, 2011. Upon Mr. Thomson’s transfer to the U.S. in 2008, the Company extended to Mr. Thomson benefits through the Employer-Financed Retirement Benefits Scheme (the “EFRBS”) equivalent to the benefit amounts provided by the Registered Plan and the Supplementary Plan. The EFRBS is subject to Section 409A of the Tax Code, and the full commuted value of the EFRBS benefit is payable as a single lump sum upon separation of employment. The EFRBS was frozen as of June 30, 2013 for future service. The Registered Plan and the EFBRS provide for a 4% per year reduction in benefits for each year before age 60 that the executive retires.

  106. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table Certain highly compensated employees are eligible to participate in the Restoration Plan. The following table sets forth information with respect to the Restoration Plan at the end of fiscal 2023.

  107. Nonqualified Deferred Compensation Table

    | Name(a) | Executive Contributions in Last Fiscal Year | Registrant Contributions in Last Fiscal Year(b) | Aggregate Earnings in Last Fiscal Year | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year End(c) | | Robert J. Thomson | — | $256,850 | $193,360 | — | $3,277,169 | | Susan Panuccio | — | $239,924 | $101,576 | — | $1,151,519 | | David B. Pitofsky | — | $152,985 | $84,756 | — | $1,143,725 |

  108. Nonqualified Deferred Compensation Table

    | (a) Mr. K.R. Murdoch does not participate in the Restoration Plan. |

  109. Nonqualified Deferred Compensation Table

    | (b) Amounts reported in this column are included in the “All Other Compensation” column of the “Summary Compensation Table” for fiscal 2023. |

  110. Nonqualified Deferred Compensation Table

    | (c) Amounts reported in this column include the following amounts that were reported as compensation to the NEOs in the “Summary Compensation Table” in the Company’s previous proxy statements: $2,199,867 for Mr. Thomson; $749,677 for Ms. Panuccio; and $717,241 for Mr. Pitofsky. |

  111. Potential Payments upon Termination

    Potential Payments upon Termination The employment agreements of Mr. Thomson, Ms. Panuccio and Mr. Pitofsky provide for certain payments and benefits upon their respective separations from the Company. In addition, a letter agreement with Mr. K.R. Murdoch contains certain termination provisions relating to his performance-based annual bonus and outstanding equity awards. These provisions are summarized below. Furthermore, the Company’s equity award agreements include certain termination-related vesting provisions.

  112. Robert J. Thomson

    | ■ | vesting and payment of his outstanding equity awards as set forth in the applicable equity award agreements, which for PSUs, provide that if termination due to death or qualifying disability occurs beyond the last day of the first fiscal year of the applicable performance period, (i) in the event of death, his estate will receive the cash value of shares of the Company’s Class A Common Stock as soon as practicable, based on the projected performance of the Company, as determined by the Company, for all awards with less than one year remaining in the performance period, and based on target level performance otherwise, and (ii) in the event of a qualifying disability, he will receive the cash value of shares of the Company’s Class A Common Stock based on the overall payout multiplier for the performance objectives on the applicable vesting date(s), and for RSUs, provide for immediate vesting of all outstanding unvested RSUs in the event of his death and continued vesting of outstanding RSUs for a period of three years in the event of his permanent disability. |

  113. Susan Panuccio

    | ■ | vesting and payment of her outstanding equity awards as set forth in the applicable equity award agreements, which for PSUs provide that if Ms. Panuccio’s employment is terminated in connection with a qualifying disability and such termination occurs beyond the last day of the first fiscal year of the applicable performance period, she will receive shares of the Company’s Class A Common Stock based on the overall payout multiplier for the performance objectives on the applicable vesting date(s) and for RSUs provide for continued vesting for a period of three years following such termination. |

  114. David B. Pitofsky

    | ■ | vesting and payment of his outstanding equity awards as set forth in the applicable equity award agreements, which for PSUs, provide that if Mr. Pitofsky’s employment is terminated in connection with a qualifying disability and such termination occurs beyond the last day of the first fiscal year of the applicable performance period he will receive shares of the Company’s Class A Common Stock based on the overall payout multiplier for the performance objectives on the applicable vesting date(s) and for RSUs provide for continued vesting for a period of three years following such termination. |

  115. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with CAP. In accordance with SEC rules, the following charts show graphically the relationships over the past three fiscal years of CAP to our PEO and Non-PEO NEOs as compared to our cumulative TSR, Peer Group TSR, net income and adjusted Total Segment EBITDA, as well as the relationship between our TSR and Peer Group TSR: Our executive compensation program is aligned with our business strategy and with creating long-term stockholder value by paying for performance, with a significant portion of NEOs’ target compensation “at risk,” variable and performance-based. It is important to note that CAP does not necessarily reflect the actual compensation earned or received by an NEO in the stated fiscal year as such value depends on a variety of factors. For example, PSUs granted to the NEOs are fully at risk for financial performance during the three-year performance period and for stock price performance until their vesting date. The information contained in this section will not be incorporated into any filings under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates such information by reference.